§ 7-6-48.1. Conversion of other entities to a domestic nonprofit corporation.
(a) As used in this section, the term "other entity� means a foreign corporation or domestic
or foreign unincorporated entity no part of the income or profit of which is distributable
to its members, directors, or officers.
(b) Any other entity may convert to a nonprofit corporation of this state by complying
with subsection (h) of this section and filing in the office of the secretary of state:
(1) A certificate of conversion to corporation (nonprofit) that has been executed in accordance
with subsection (i) of this section and filed in the office of the secretary of state
in accordance with § 7-6-48.2; and
(2) Articles of incorporation that have been executed, acknowledged and filed in accordance
with § 7-6-35.
(c) The certificate of conversion to corporation (nonprofit) shall state:
(1) The date on which, and the jurisdiction where, the other entity was first created,
incorporated, formed, or otherwise came into being and, if it has changed, its jurisdiction
immediately prior to its conversion to a domestic corporation;
(2) The name and type of the other entity immediately prior to the filing of the certificate
of conversion to corporation (nonprofit); and
(3) The name of the corporation as set forth in its articles of incorporation filed in
accordance with subsection (b) of this section.
(d) Upon the effective time of the certificate of conversion to corporation (nonprofit)
and the articles of incorporation, the other entity shall be converted to a corporation
of this state and the corporation shall thereafter be subject to all of the provisions
of this title, except that notwithstanding § 7-6-36, the existence of the corporation shall be deemed to have commenced on the date the
other entity commenced its existence in the jurisdiction in which the other entity
was first created, formed, incorporated, or otherwise came into being.
(e) The conversion of any other entity to a corporation of this state shall not be deemed
to affect any obligations or liabilities of the other entity incurred prior to its
conversion to a corporation of this state or the personal liability of any person
incurred prior to the conversion.
(f) When another entity has been converted to a corporation of this state pursuant to
this section, the corporation of this state shall, for all purposes of the laws of
the state, be deemed to be the same entity as the converting other entity. When any
conversion shall have become effective under this section, for all purposes of the
laws of the state, all of the rights, privileges and powers of the other entity that
has converted, and all property, real, personal, and mixed, and all debts due to
the other entity, as well as all other things and causes of action belonging to the
other entity, shall remain vested in the domestic corporation to which the other
entity has converted and shall be the property of the domestic corporation and title
to any real property vested by deed or otherwise in the other entity shall not revert
to the other entity or be in any way impaired by reason of this chapter; but all
rights of creditors and all liens upon any property of the other entity shall be
preserved unimpaired, and all debts, liabilities, and duties of the other entity that
has converted shall remain attached to the corporation of this state to which the
other entity has converted, and may be enforced against it to the same extent as if
the debts, liabilities, and duties had originally been incurred or contracted by it
in its capacity as a corporation of this state. The rights, privileges, powers, and
interests in property of the other entity, as well as the debts, liabilities, and
duties of the other entity, shall not be deemed, as a consequence of the conversion,
to have been transferred to the domestic corporation to which the other entity has
converted for any purpose of the laws of the state.
(g) Unless otherwise agreed for all purposes of the laws of the state, or as required
under applicable non-Rhode Island law, the converting other entity shall not be required
to wind up its affairs or pay its liabilities and distribute its assets, and the conversion
shall not be deemed to constitute a dissolution of the other entity and shall constitute
a continuation of the existence of the converting other entity in the form of a corporation
of this state.
(h) Prior to filing a certificate of conversion to corporation (nonprofit) with the office
of the secretary of state, the conversion shall be approved in the manner provided
for by the document, instrument, agreement, or other writing, as the case may be,
governing the internal affairs of the other entity and the conduct of its business
or by applicable law, as appropriate, and articles of incorporation shall be approved
by the same authorization required to approve the conversion.
(i) The certificate of conversion to corporation (nonprofit) shall be signed by any person
who is authorized to sign the certificate of conversion to corporation (nonprofit)
on behalf of the other entity.